Clean Harbors, Inc. (“Clean Harbors”) (NYSE:CLH) announced today that, pursuant to its previously announced tender offer and consent solicitation (collectively, the “Tender Offer”) to purchase any and all of its outstanding $490.0 million aggregate principal amount of 7 5/8% senior secured notes due 2016 (the “2016 Notes”), Clean Harbors has received tenders and consents from the holders of an aggregate principal amount of $339.1 million, or 69.2% of the total outstanding, by the expiration of the consent payment deadline at 5:00 p.m., New York City time, on July 27, 2012 (the “Consent Date”). The terms of the Tender Offer are described in Clean Harbors’ Offer to Purchase and Consent Solicitation Statement dated July 16, 2012 (the “Offer to Purchase”). The consents received exceed the amount needed to approve the proposed amendments described in the Offer to Purchase to the indenture under which the 2016 Notes were issued (the “Indenture”).
Under the terms of the Tender Offer, holders of 2016 Notes which validly tendered (and did not validly withdraw) their 2016 Notes on or prior to the Consent Date will receive $1,041.38 per $1,000.00 in principal amount of the 2016 Notes validly tendered (the “Total Consideration”), plus accrued but unpaid interest up to, but not including, the payment date. The Total Consideration includes a consent payment of $30.00 per $1,000.00 in principal amount of the 2016 Notes validly tendered (the “Consent Payment”). Clean Harbors intends to make payment on July 30, 2012 for the 2016 Notes which were validly tendered (and not validly withdrawn) on or prior to the Consent Date.
Holders which tender after the Consent Date but prior to the expiration of the Tender Offer at midnight, New York City time on August 10, 2012 (the “Expiration Date”), unless the Tender Offer is extended or earlier terminated, will receive $1,011.38 per $1,000.00 in principal amount of the 2016 Notes validly tendered, plus accrued but unpaid interest up to, but not including, the payment date. Such payment will represent the Total Consideration less the Consent Payment. Clean Harbors intends to redeem on August 15, 2012 any 2016 Notes that remain outstanding after the consummation of the Tender Offer at a redemption price of $1,038.13 per $1,000.00 principal amount of 2016 Notes, plus accrued but unpaid interest up to, but not including, the payment date, in accordance with the terms of the Indenture, as amended pursuant to the amendments which were approved through the consents received on or prior to the Consent Date.
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